To Love a Monster
by 10degrees
Summary: What if the Lorax came in a more... Feminine form? What if she was human? Would she and the Once-Ler ever learn to like each other? LOVE each other?
1. Chapter 1

Charlotte jerked awake and her eyes flew open. The rapid rise and fall of her chest grew stronger as she lay in bed, imagining the prowling fear-inducing creatures that could have woken her. She jumped again when the sound, the one that had actually woken her, tore through the early morning.

For a moment, she was paralyzed. A wall had been built around the familiarity of the noise in her head, but she had heard it before. It sounded again, and as if that was enough to physically break through the wall in her memory, she gasped a single word in recognition of the situation. "Trees."

In a matter of seconds, the 19 year old was on her feet, the entire world forgotten. With long, graceful strides that only a girl her size could pull off speedily, she fled her home in the direction of the forest. The noise came again, cutting into Charlotte's heart like the ax producing it. With every sickening pound of the weapon on the tree, she picked up her speed until she was sprinting, her waist-length silky red hair flailing madly behind her. She was getting closer, but she knew there was not much time to spare.

The girl's slim figure crashed through the trees emanating both fear in the way her delicate hands shook slightly, and courage in the way she walked, barefoot, toward a man she had never seen before. Her bold green eyes assessed the scene quickly. The man, who had not taken notice of her as of yet, held a once silver ax now spotted red with rust. In an ignorant manner, he swung it back with both hands, ready to strike the tree once more.

"Stop it!" Charlotte shrieked as he swung forward. The man hardly had enough time to spit out a twisted word of confusion before she had tackled him to the ground. Although old, the ax's blade was sharp, and sliced her arm open as they tumbled over each other. She hissed in pain, feeling a red curtain of warm blood slink from her arm. She only had time to glance at the wound before the two landed, her straddling his waist. She cringed as the tree she had just tried so hard to save came crashing down.

"What do you think you're doing?" Charlotte glared at him and nodded toward the ax in his hand, now stained with a thin line of her blood. The man gazed up her, looking a little dazed.

"Well?" she asked irritably from atop him, her eyes piercing his.

"Wh-" was all that managed to escape the man's mouth before Charlotte cranked her hand back and cracked it against his face, leaving a bright red tint after it.

"I don't even care what you think! Just... Just get out of here!" she crossed her arms over her chest and sat up a little taller, ignoring the stinging pain in her arm.

The man could not help but hide his chuckle, even if he was a little annoyed, at the sight of her on top of him wearing nothing but an old t-shirt and a pair of booty-shorts obviously used for sleeping in. His suspicion that she had just come from her own bed was somewhat confirmed by her disheveled hair and bare feet lightly skimming his thigh.

"Who are you?" he asked ignoring her stare and order, not only because she was sitting on him, but also because he intended to fight for his right to stay.

Although this was a generic question, Charlotte looked surprised to hear it. "I am Charlotte; I speak for the trees," she replied, a little too triumphantly. When the man turned up a blank, clearly impatient expression, she cupped her hand over one ear as if listening to a secret. She nodded once, then dropped her hand and flicked her gaze back to him. "They say that if you don't leave, I'll kick your ass."

This time, the man could not keep himself from laughing. Charlotte's eyes narrowed and an angry growl rumbled from her throat. The man held up both of his hands in a surrendering manner. "I'm sorry!" he gasped between fits, "I just- you're so cute and little!"

"Cute!?" Charlotte's eyebrows shot up briefly. As the man recovered from his laughter, she gripped his forearm and applied pressure to his wrist, twisting it into an awkward angle.

"Ow, OW!" he cried out in pain and she cut back a bit, never removing her grip completely.

"Yeesh! What do you want from me?" he asked loudly, attempting to tear his arm away. Before Charlotte could say anything, he held up his free hand and silenced her. "Other than to leave, because that's not happening."

Without hesitation, she answered "I want you to leave the trees alone."

"I'm not doing that." Charlotte applied pressure to his wrist again and he gasped. "Alright! I won't cut anymore down!" He moved to sit up, but Charlotte squeezed his wrist enough that he stopped trying.

"Promise."

"Why-"

"Promise!" she looked at him pointedly. He rolled his eyes involuntarily, but raised his free hand.

"I, the Once-Ler, do solemnly 'promise' not to cut down another tree."

Looking completely satisfied, Charlotte flashed the first smile she had all morning, and hopped to her feet. After a millisecond of consideration, she extended a hand to the man. Graciously, he took it and she helped him to stand. As Once-Ler wiped the dirt off the back of his dark grey jeans, vest, and white blouse, Charlotte turned around and began walking back to her home in the forest.

"Wait!" he called after her, adjusting a blue-grey fedora over his black hair. "Where are you going?"

Charlotte did not bother to turn around as she answered, "be seeing you around, Beanpole."

As the girl strode into the mess of truffula trees, the Once-Ler watched in admiration. She had only been around for a few short minutes, but she had already changed his entire thneed operation. Without a doubt, harvesting tusks would be a slower process if he could not first cut down the trees. He shook his head, trying to forget her smile. After all, he had meant what he said. Charlotte was cute; in every sense of the word. If only that meant she wasn't going to be annoying. He thought if she could just stay out of his way, she would be perfect to get along with. Too bad it did not look like that was going to happen. Still, her words danced in his seeing you around, Beanpole.

Charlotte walked back to the log cabin she had grown up in in silence. It didn't take long for her to reach it; in fact, it occurred to her that she could probably yell insults from where her home stood to where the Once-Ler was, and he would hear her. The old wood was rotting and split in many places. Mysterious plants from the unmaintained yard had started to grow in the moist cracks between logs.

She remembered once gardening in the yard with her grandmother. Now, passing by the weed-covered flower boxes, she closed her eyes and took a deep breath. She did not like to reminisce.

The old wooden door squeaked as Charlotte pushed it open. The dark greeted her from inside, forcing her to squint in search of matches. She grabbed them off an end table and slid the small package open, striking a stick against it. With a crack, a single flame flared up, covering the room in shaky shadows. The room filled with the comforting scent of burning sulfur. The glow brightened as she held the match against a blackened candle wick and shook the fire out.

"I'm home!" she called, walking around the room lighting candles. Her weight caused the old floor boards to groan as she made her way around. If anybody was home, the sound alone would have alerted them of her presence. Charlotte bit her lip, taking a minute to accept that there was not anybody to call back to her.

Nobody to greet her with a hug when she came home.

Not even anybody to help her bandage up her still bleeding arm.

There hadn't been in years.


	2. Chapter 2

It was several days before the Once-Ler saw or heard from Charlotte again. He had spent a few manufacturing a single pink thneed from the tusks he'd harvested from the truffula tree, which he brought along for the 10 minute hike into town. His guitar hung on a strap over his shoulder as he set up a small advertising sign on the corner of a busy street. People buzzed by, nobody paying attention to him at all. With a deep breath, the Once-Ler strummed a single note on his guitar. Other than a few curious children gripping their parents hands, not a single head turned in his direction.

_Just like you practiced_, he thought to himself. Suddenly, a mix of anxiety and determination produced a wave of adrenaline. A smile crept to the man's face and he expertly began playing a song to advertise his thneed.

The day was a bust. After the rush of adrenaline that allowed him to perform, nothing changed. In fact, his shin was even a little worse for wear, thanks to a kid who decided she needed to help him embrace failure; not that HE thought he needed help at this point. As if this day couldn't get any worse, a man talking on a cellphone strode by, blowing smoke from his cigarette into the Once-Ler's face. He coughed on it, waving his hand around to try and disperse the lingering cloud. When he stopped choking, the man was too far down the street to pay attention to. That is, until he heard a familiar voice.

"Watch where you're blowing that poison, idiot. At this rate, you're killing us all with your air pollution faster than you're dying of lung cancer." The Once-Ler nearly face palmed at the sound of Charlotte's voice. Of course he was not the only one she chose to annoy! He whipped his head around until he spotted her, not too far from him down the road. The man with the cigarette had hung up his phone and was now approaching her. The Once-Ler clenched his teeth together and threw his guitar and thneed over his shoulder, now pushing passed people on the sidewalk to get to her.

"What did you say to me?" the man puffed out his chest and balled his hands into fists at his side. Un-phased, Charlotte took a step toward him and mirrored his actions, sticking her chin into the air.

"You heard me," she said courageously.

The Once-Ler finally reached the scene and cut between her and the man. "Settle down, guys," he said firmly.

"Beanpole? Get outta here!" Charlotte waved him away, but he stayed put and turned to the man.

"I'd listen to the lady, if I were you pal," the man said threateningly with his cigarette hanging from the side of his mouth.

"From what I've heard from this lady, I get the impression she's not alright up here," the Once-Ler said, tapping his temple. Charlotte started to protest, but stopped when he threw a glare over his shoulder. "Seriously. It's not her fault she's crazy."

Charlotte elbowed him in the back and he bit the inside of his cheek to keep from yelping. The man, oblivious to what had just happened, took a long drag from his smoke in concentration. He nodded and turned to leave, but did not do so until he blew the remaining smoke at the pair. When he was finally out of earshot, Charlotte shoved her savoir.

"I'm not crazy!" she shouted as he regained his balance and turned around.

"No, of course not. Only a sane person would run outside in only their pajamas and tackle a stranger-"

"-that was your fault."

"-and only someone sane would challenge a guy with a cigarette-"

"-you did that, too."

"-and of course, only someone glued to reality would try to hurt the one trying to help them-"

"-again, your fault. You called me crazy. See how this is all on you?" Charlotte clasped her hands behind her back and smiled sweetly. The Once-Ler pinched the bridge of his nose between his thumb and forefinger and closed his eyes.

"Alright. You're the sane one out of us both. You definitely would have made it out of that fight alive, had I not stepped in," he said sarcastically as his eyes flew open to look at her unchanging smile.

"Uh oh, somebody's had a bad day. You okay, Beanpole?" she asked, smile still unwavering. She rocked from her heals to her toes and back again, waiting for his answer. Still grasping his nose, he watched her rocking for a minute before sighing and collapsing on the bench behind her. Charlotte promptly sat beside him and crossed her legs at the ankles, gaze set on her feet. The Once-Ler took this opportunity to study her from a normal angle, instead of from underneath her.

She was young, probably a year or two younger than him, at least. Her long eyelashes framed her bright, round eyes and her pale skin made them stand out. The graceful slope of her tiny nose was like an invitation to her mouth. Although it was small, her lips were plump and admired by some sort of shiny gloss; the only trace of makeup he could spot on her.

The blue tank top she was wearing exposed only the slightest bit of cleavage, probably unintentional. By no means did she have a "large" chest, but it was certainly not non-existent. The shirt gathered in a bunch at her small tummy, and he wondered if she ever ate. The thought was short lived as his eyes traveled lower, to her denim shorts that were longer than the average pair, and even lower than that, to her legs. They were long. Nowhere near as long as his, of course, but not bad for a girl. He had the feeling there had been models who had actually killed for legs like that. Out of the corner of his eye, he saw Charlotte look at him, and quickly met her gaze.

"Are you going to tell me what happened?" she had lost her smile, probably as a result of being kept waiting.

"It's not a big deal, really," he shrugged and gave a light shake of his head. Charlotte raised an eyebrow at him.

"No, really!" he said, tugging the thneed off his shoulder, "It's just... Nobody's interested in my product."

Charlotte eyed up the thneed for a long time. She narrowed her eyes and hesitantly reached out to touch it. When the softness caressed her fingertip, her face dropped.

"You cut down a tree... To make_ that_?" she shifted her gaze from the thneed to him, and closed her mouth. As the Once-Ler glared, she felt the corners of her mouth twitch up until she was beaming at him. Finally, she couldn't contain herself any longer and began giggling uncontrollably.

The Once-Ler rested his head on his hand and waited for her to finish. He realized several minutes later that he had totally missed her change the subject of their conversation.

"Don't you think?" she finished her thought and looked to him for confirmation.

"Yes," he nodded. She smiled deviously and chuckled to herself. "Unless the answer is... No?"

Charlotte's shoulders shook lightly as her chuckling deepened. "I said, I could have taken that guy down. You agreed."

The Once-Ler smiled and opened his mouth to defend, but she shoved her finger in his face to keep him quiet. "You agreed, so it's done!" She leaped to her feet, backing away.

"I don't think-"

"-its done!" Charlotte exclaimed and ran before he could argue. The Once-Ler tried to follow her with his eyes, but she was quickly lost in the mess of people crowding the streets. He shook his head, a few silent chuckles shaking his shoulders.


	3. Chapter 3

Charlotte walked gracefully along the path to her home. It just barely registered that she could see it in the distance between the trees; her mind was somewhere else. It had been an entire day since she had seen the Once-Ler, and she was still thinking about him. Her mouth took on a mind of its own and curled into a tender smile as she conjured up the memory of blue eyes glaring at her. She giggled, thinking of how adorable it was when he was mad. Even after her laughter faded, her eyes were grinning.

As the dirt path turned into a stone driveway, she raised herself onto her toes and twirled, her long hair settling over her shoulder as she skipped the rest of the way to the door.

"_Though the truth may vary_ ," she sang to herself as she let herself into her home, "_this ship will carry our bodies safe to shore_." She mimicked the voice of her grandmother, remembering a time when it was not uncommon for her to be put to sleep by a combination of the soothing vocals and an old piano. As Charlotte walked through the house lighting candles, she continued singing, "_There's an old voice in my head that's holding me back_

_I'll tell her that I miss our little talks..."_

She lit the last candle which rested on the piano, neglected and shoved into the corner of the dark room. As she shook out the match, her fingers hesitantly tested one of the keys. The unmistakable sound rang out and she tried it again. Too long had it been since she had played.

Charlotte slid onto the wooden bench and rested her hand over the keys. She bit her lip, feeling guilty about how dusty she had let them get. Quickly brushing off the instrument, she closed her eyes and played a single chord. She relished in the sound it made and played another, then another, and then several more until she sank into the rhythm of "Little Talks" by Of Monsters and Men. Having played it by her guardians side countless times, she knew it off by heart, even after all the years she had she had not heard it.

"_Soon it will be over and buried with our past_

_We used to play outside when we were young_

_And full of life and full of love_," her fingers were flying across the keys. Though it was slightly out of tune, the sound was beauty to Charlotte's ears.

"_Though the truth may vary, this ship will carry our bodies safe to shore_," she finished and lingered there, out of breath from singing, stuck in her own world. Suddenly, she was jolted into reality when three loud knocks fell on her door.

"Who is it?" she immediately called, jumping up from the bench.

"It's the best looking guy you've ever tried to kill," came the answer. A smile instantly lit up Charlotte's face as she made her way to the door and opened it to reveal the Once-Ler.

"Hey, you're not the guy with the cigarette," she joked, crossing her arms over her chest.

"No," he said, "I'm the guy who saved you from him." He tossed her a grin and leaned against the doorframe. Charlotte suddenly became very aware of how badly her house was falling apart. She shifted inconspicuously to block his view of the inside, hoping he hadn't already seen it.

"Right, I do remember this," she said, tugging off his fedora. He made half an attempt to get it back, but she jerked backwards and dropped it on her own head. "So, how did you find me?" she inquired.

The Once-Ler nodded approvingly at the hat before answering, "I uh, saw you come by this way... Uh, a few minutes ago and..." the confidence he had arrived with had apparently vanished. He scratched the back of his head awkwardly.

"And you wanted to ask for my hand in marriage," she finished his thought with a grin.

"Wait, what-"

"-Well good sir, I'll have you know that you're in luck. My answer is yes."

"Uh-"

"-Yes, I will marry you," Charlotte gently pushed him backward, closing the door behind her as she stepped closer, "But you must promise to love me forever, for richer or for poorer, through sickness and in health!" She stood on her toes and replaced his hat on the top of his head. A light blush covered his cheeks, but he quickly came to his senses and cleared his throat.

"Alright sure, whatever, but I just came by to see if you were alright. I mean, er, I saw you in town and uh... you seemed like you were somewhere else," he wouldn't look at her. She knew that wasn't why he had come, but couldn't understand why else he would be there.

"Yeah, I'm fine," she said. Her gaze shifted from him and she noticed that the sun was setting. Excitement filled her as she grabbed the Once-Ler's hand and pulled him along with her behind the house. "I have to show you something!" she exclaimed.

"What?" he questioned, giving her a puzzled look.

"Something extraordinary," she promised, climbing on top of a small dilapidated shed. From there she was able to find footing on a higher window ledge, where she could pull herself to the roof of her house. When she reached the top, she waved for the Once-Ler to join her.

A few moments later, they both stood looking over the forest. Perfect shades of orange and pink washed over the sky, painting the clouds and ponds to match the tips of the fluffy truffula trees. Charlotte sighed with contentment at the beautiful scene before her and dropped her legs over the side of the roof. Hesitantly, the Once-Ler did the same, shyly inching closer to her when she wasn't looking. He wasn't really interested in nature, but enjoyed seeing Charlotte's tranquil expression as she admired it. He bent his head forward and looked at her eyes, admiring how the sunsets colours reflected off their blue, blue surface.

"It's beautiful, isn't it?" she asked. He nodded, still immersed in her face, and turned away when he realized that she had been talking about the view. He had been thinking about how beautiful /she/ was, and again thought about how she could be a model. She could own the world with her looks, and yet she was shut away from the world in this small town. Worse still, she spent most of her time in this lonely forest. It was a shame, he thought, that she would probably never see the likes of a large city.

"Why are you here?" he asked. Charlotte tore her gaze away from the sunset and raised an eyebrow at him. "I mean," he shook his head, "Why here in this town? In this forest?" She stared at him blankly for a long time before answering.

"I love it here. It's pretty. My family used to live here, why shouldn't I?"

"Wait, 'used to'?" he asked. She shut up and looked at her feet. "Charlie, 'used to'? Do you live here all alone?"

Charlotte looked up, surprised. "Nobody's ever called me that before."

"What, Charlie? Sorry, I-"

"-I like it," she cut him off. "Charlotte's a bit of a mouthful."

The pair fell silent. The Once-Ler thought about his own name and how people often messed it up. "My mother calls me Oncie if that's easier," he said, though she hadn't asked.

"Oncie?" she repeated, clapping her hands together with an amused smile. "That's so cute!" she blurted with a giggle. The Once-Ler felt his face flush with embarrassment.

"Why don't you just stick with Beanpole, then?" he mumbled. "And you never answered my question." Charlotte's face fell and he regretted saying anything.

"I think you should go," she said quietly.

"Charlie, I'm sorry."

"It's fine," she quickly planted a kiss on his cheek and hopped off the roof. The Once-Ler watched as she leaped to the ground with a crouch and retreated inside her home. Once she was gone,he touched the spot where she had kissed him and smiled to himself. Maybe she wouldn't be as annoying as he thought. He climbed off the roof the way he had come and set off for home.

Charlotte wandered around the house extinguishing candles. Her expression was neutral, as her thoughts were running a mile a minute. Nobody ever called her Charlie. Nobody ever asked why she lived alone, and nobody ever watched the sunset with her—ever. So why had the Once-Ler?

The house was dark now, nothing but the quickly dimming light cascading through the windows to lead her to the bedroom. It seemed a little brighter than usual, but she ignored it, chalking it up to how early she was going to bed. She entered her simple room, shutting herself into perfect darkness. She only had to Maneuver a few simple objects— a small wooden dresser, a nightstand, and a backpack— to get to her single bed. Reminiscing made her tired, and after today, she was absolutely exhausted. Her eyelids felt anchored from the moment she shut them. Nothing could wake her now, not even... was that smoke she smelled? She couldn't tell. Her consciousness had already slipped too far.


	4. Chapter 4

The Once-Ler sat at his desk, his head in his hands. His eyes were closed, eyebrows pulled together in concentration. He was thinking. About what exactly, he wasn't sure; it kept changing. A million thoughts flashed in a millionth of a second.

He saw an empire. A chain. A pyramid, starting with cigarette-smoking nobodies and finishing with him on top, his reign over idiocy nothing less than glorious. His lips curled into a smile as he fantasized about a city built on thneeds. _Oh,_ he thought. _One day._

A swammie swan landed on the window sill beside him, an innocent look of curiosity on its face. The Once-Ler stilled, sitting back in his chair. He didn't know what to do except stare at the bird, who mirrored his every move, twisting its head this way and that to get a good look at him. The bird suddenly gave a shrill "SQUWAK!" and took flight into the night sky. The Once-Ler stood quickly, rushing to the window. He leaned his head outside, clumsy hands steadying him at the sill. He watched as the swammie swan faded against the stars and the sky, becoming nothing more than a memory.

After a few moments, his gaze fell to the world right in front of him. For the first time, he felt himself get caught up in the darkness wrapped around the truffula trees and the moonlight that obliterated it. The Once-Ler yawned, his eyelids drooping slightly as he took in the peaceful— a scream ripped through the night, the sound snaking its way around his chest and squeezing. His eyes shot open, frantically searching for the source of the noise.

"Charlotte," he whispered. No sooner than it was out of his mouth, he was gone, running out the front door towards her home. As he neared it (he could only hope he was going in the right direction without the sun to light his way) he noticed a thick smoke starting to fill his nostrils. The smell motivated him to run faster.

The house came into view faster than the Once-Ler had expected. His suspicion was confirmed as orange and red flames shot from the roof, part of it caving in before his very eyes. He had no time to dwell on how safe it was before he barged into the house, smoke stinging his eyes instantly as he searched for Charlotte.

"Charlie!" he called, thick smoke burning up his lungs when he inhaled. He coughed into his elbow, wandering blindly through the house. A small cry beckoned his presence from another room. Without hesitation, he burst into her bedroom. The sound was nothing compared to the crackling fire around him.

"Charlie," he said again, catching sight of her crumpled form in the corner behind her bed. Her knees were drawn to her chest and she was shaking. The fire had followed the wall through to this room, creating a low barrier between her and the Once-Ler. It would only be a small leap to safety, but she didn't look like she was in any shape to do that.

"Come on!" he yelled, snapping her out of her stupor. Her frantic eyes searched for a way out, but all she saw was orange. The Once-Ler reached out to her and she desperately grasped his hand. He hauled her to her feet, lifting her over the heat. He held her arm over his shoulder, guiding her to the door as she coughed loudly. At the last second, Charlotte broke away from him, stumbling back into her room. She grunted, pulling her too-heavy backpack over her shoulder before the Once-Ler yanked her out again.

The pair tumbled over each other on the grass when they made it outside. The air was fresher and was a relief to their abused lungs. They gulped it up like water on a hot day as they laid panting on their backs. Charlotte was the first to sit up, the flames' reflection dancing over her face and hair. Her eyes shone with unshed tears. She gripped the Once-Ler's shoulder weakly and he lifted his head just in time to witness the roof cave in entirely. The rest of the structure wasn't too far behind it. Charlotte's jaw went slack with lazy awe.

The Once-Ler sat up all the way, pulling Charlotte into him so she didn't have to watch her home disintegrate. She clung to him instantly, burying her face into his chest. It didn't matter that he smelled of tragedy, she knew she smelled no better. She stayed there in his unsure arms for a long time, through the noise of the house finally giving away, and through the sound of the small towns only firetruck finally reaching the scene to extinguish it before it burned down the forest. Even through the police officers unanswered questions, she stayed there, silent tears racing down her cheeks, cutting through the smoke stains.

It wasn't until the chaos had died down a bit and the Once-Ler's legs had gone numb that she peeled herself away from him and looked at what had become of her life. Black, charred remains were nothing but a pile of rubble. Not a thing was left standing. Charlotte shook her head, unbelieving. All the memories left, gone. Realization struck her that in a way, all that was left of her family was gone, too. Well, almost all of it. She glanced at the backpack she had saved and tugged it onto her lap wrapping her arms around it protectively.

"What is that?" the Once-Ler asked, poking at it.

"My life," she answered. Her throat was hoarse. It was now she wished she had taken the water everyone kept offering her.

"That's quite a life," he replied, "you almost died to keep it." Charlotte wanted to laugh at the way the phrase dripped with irony, much the same way as her home dripped with water. She didn't even know if he knew the cruel way his words twisted under circumstance.

"Where do I go?" she said quietly, more to herself than him. Her arms tightened around her bag, as if clutching it to her heart might bring everything back.

"So you really did live all alone? No family to stay with?" he questioned. She nodded, remembering he was there. "Okay, come on." The Once-Ler stood up, holding his hand out to Charlotte. She stared at it for a moment before allowing him to help her up.

"Where are we going?"

"Home," he responded, catching her as she stumbled. When she almost fell yet again, he gave up on her and lifted her into his arms. She was light enough that he didn't have a problem carrying her.

"You don't have to do this for me," Charlotte swallowed.

"You need a place to stay," he said simply, shrugging one shoulder. She let out a shaky sigh, sliding her arms around his neck. Her eyes fluttered closed and she focused on the thrumming of his heartbeat creating a symphony with his footsteps.


	5. Chapter 5

**Hey, 10degrees speaking. It took me so long to get motivated to write more on this because I honestly didn't think anyone was reading :$ but here you are! I am writing this for yall, so if you want me to include something or change something, let me know and I'll make it happen :)**

Charlotte opened her eyes as a light splatter of water hit her forehead. She was lying on her back, blankets pulled up to her chin. Her lungs protested every time she pulled in a breath and her lips were chapped. There was a scratch in her throat and she hurt all over.

Slowly but surely, she brought herself to a sitting position and took in her surroundings. She was in a double bed with a brass frame, no sign of the Once-Ler. The walls, flimsy and made of fabric, were a light yellow colour, and produced a quiet_ pit pit pit_ sound as rain lightly fell against it. Beside her was a nightstand that didn't quite match the brown colour of the makeshift floor. She seemed to be in a large one-room tent complete with a fully applianced kitchen and a walk off bathroom to the side. In the corner opposite her was a pile of blankets, neatly folded with a pillow on top. She speculated that that was where the Once-Ler had slept while she was in his bed.

Spying a glass of water, she quickly snatched it from the table and gulped it down. It was cool; fresh, like the gentle breeze coming from the window behind her.

Charlotte rolled the covers off of her and planted her feet on the floor. It was a welcome cool. Looking herself over, she realized she was still in the same clothing from the night before, and she was just as dirty. Her arm felt odd. Upon closer inspection, she found that it had been cleaned up and her old wound had been dressed properly. She touched it with two fingers, wondering if it had reopened during the fire, or if the Once-Ler had simply bandaged it to avoid infection.

Charlotte stood up stronger than she had expected and crossed the room to the exit. As she pushed outside, she was greeted by a grey sky and wet grass under her toes. The sky was weeping for her, displaying the emotion she could not.

"Charlie," the Once-Ler jogged to her, his lanky legs managing to not look awkward as he did so. His guitar was strapped over his shoulder and his clothing looked like it was brand new. She gave him a weak smile.

"How are you feeling?" he asked. Charlotte absently picked at a corner of her bandage.

"Fine," she lied. The wind seemed to pick up its speed, blowing her hair over her shoulder. "Listen, I never got to thank you for... everything," she didn't think she could say what he had done without crying.

"You didn't have to," he said. Charlotte looked at the ground, shivering as the rain fell harder and seeped through her clothing. "You can stay as long as you want. I can't picture this catching on anytime soon," he told her with a half-smiling. It was then she caught sight of the pink thneed in his hand. He had probably been on his way into town.

"I- no, I couldn't possibly stay," she shook her head, thinking about how he had slept on the floor for her. The Once-Ler looked hurt. "I mean, erm... words," her head fell into her hands, the bitter coldness of nature chilling her bones.

"Come on," he put his arm around her, spinning her back toward the tent. He smelled like a city. "You're frozen," he noticed, guiding her inside. She stood on the inside of the door, arms wrapped around herself as the Once-Ler rushed to the window and closed it.

"Are you hungry?" he asked. He looked at her, concerned and unsure. She shook her head, ignoring the rumbling in her stomach. He had done so much for her already.

"Are you sure, because..." his eyes wandered down to her tummy and then looked away quickly. He cleared his throat. "You probably don't want to eat," he said to himself.

"How about a shower?" he proposed. He stood up straight as he realized what he said and shook his head wildly. "I-I mean did you want a shower? I'll leave, but you can... use... it."

Charlotte smiled at his embarrassment and nodded slowly. "Okay, sure. Thank you." She followed him to the bathroom and listened as he explained how the portable shower worked. When he was done, he promised to find her something to wear at the market and left her to her thoughts.

The shower had more pressure than she expected for a simple camp fixture. It wasn't hot, but she didn't mind. It was warmer than what she was used to, and with the help of a no-brand bar of soap it was more than enough to overpower the smoke that had clogged her skin. She dunked her head under the stream and ran her hands through her hair, clearing her mind as well as the filth. Her attempts to keep her bandage dry had failed. She began humming, despite her throat stinging.

"_You're gone, gone, gone away_

_I watched you disappear_," she sang out loud, thinking of her grandmother for the first time that day. "_Now all that's left is the ghost of you. _

_We're torn, torn, torn apart,_

_there's nothing we can do,_" she rinsed the soap off and sniffed her arm. Memories from the previous night filled her nostrils and she started re-washing, scrubbing at her skin until it glowed bright red.

"_Just let me go, we'll meet again soon. _

_Now wait, wait, wait for me_," one more sniff and she was happy with how clean she was.

"_Please hang around!"_ her voice strained to hit the high notes of the song right before she shut off the taps. She took in a deep breath and stepped out of the shower, wrapping a towel around her tiny form. She felt a lot better now, whether it was the shower or the singing that helped.

Charlotte spotted a pile of clothing on the top of the camping toilet (in the absence of all of her clothes, besides her undergarments) and inspected it. It consisted of a white short-sleeved blouse and black dress pants, both two sizes two big. They belonged to the Once-Ler. She slipped them on and wrapped her hair in the towel she had just used before exiting the bathroom.

"What were you singing?" the Once-Ler asked as soon as he saw her. He was smoothing out a fresh pair of sheets on the bed, no doubt trying to get rid of the smokey smell of the old ones. Charlotte's face flushed when she realized how loud she had been.

"Little Talks," she answered. He lifted his head to look at her and she saw that he bore an excited smile.

"I knew I'd heard it before!" he exclaimed. In one swift motion, he yanked the blanket over the bed neatly and sat on it, pulling his guitar into his lap. Charlotte watched, intrigued by the way he bit his lip as he strummed a few notes. It took several tries to get it right, but soon he was playing the song. She didn't know what to think. This was her thing; the song belonged to her and her grandmother. Yet, as he got it right and his innocent eyes lit up, she couldn't help but smile and start to sing. She sat on the floor in front of him and her fingers twitched, wishing she had her piano.

Her piano.

There had been a candle on top of it. She had left it there when the Once-Ler knocked on her door. She ran through the memory of extinguishing the flames, but couldn't remember coming back to it. The fire had been her fault. If she hadn't been so distracted, she would still have a home.

Her eyes welled up with tears, but she refused to let them fall. Instead she squeezed them shut and sung higher; better.

"_Now wait, wait, wait for me, _

_Please hang around._

_I'll see you when I fall asleep_," she poured her heart out into the lyrics, releasing her emotions the only way she was willing. Suddenly it dawned on her that she didn't have to be so emotional. Sure, she had nothing now, and that was enough to get anybody down, but keeping her grandmother's house and her things would never bring her back. The memories lived on in her head, not through her stuff. It's not like she would have been able to sell anything, it was all far too old. Anything important in that house had made it out in the backpa—

Where was her backpack?

"Hey, Beanpole," she said, grabbing his knee. He stopped playing mid-strum and glanced from her hand to her face. "Where's my bag?"

"Your... Oh, your bag!" he said, standing up. He crossed the room and plucked it off a desk, gently setting it in front of her. She patted the top of it and stood up, throwing her arms around the Once-Ler's neck tightly. He hesitantly hugged her back, wishing he could be more confident.

"Thank you," she whispered, "for saving me." She squeezed him once and let go, too focused on the backpack to pay attention to the dumb smirk she left on his face.

The Once-Ler shoved his hands into his pockets and shrugged. It had stopped raining. "I'm going to town to try and sell my thneed. Help yourself to... Anything."

Charlotte nodded and trailed her fingers over the zipper of the backpack. As he closed the door behind him, she took a deep breath and opened the bag for the first time in a year.


	6. Chapter 6

The Once-Ler sighed heavily and walked in the direction of his home with slightly slumped shoulders, caused both by the weight of disappointment and a few bags he had picked up when he was out. The market had yet again failed him. He shuttered, realizing his mother was right. He _was _a failure. He quietly wondered, if she had hit him harder... would it have helped? He subconsciously rubbed his cheek, remembering every occasion his mother had inflicted pain on him to "help", or to "teach him a lesson". His fingers fell to his covered shoulders and he wondered what lesson she was trying to teach him by scarring him with her cigarette. Surely it wasn't just because she felt like it. He sighed, letting his hand drop to the door handle of his temporary home.

Charlotte smiled down at the contents of her backpack. Old photos of her grandmother making pancakes, laughing along with her, dancing and smiling were scattered over the floor. A few keepsakes, some money, and a truffula seed from her grandmother were in the middle of the pile.

The door to the home opened abruptly and Charlotte felt herself flush slightly from being caught looking at these old things. She swept everything back into the bag in one movement and stood up, pausing to grab a handful of bills before crossing the floor to the Once-Ler.

"Thanks again for letting me stay," she said, extending her fist full of cash to him. The Once-Ler frowned looking at her hand and pushed it away gently.

"I'm not taking that, Charlie. Where'd you even get that?" he asked, dropping his bags on the floor in front of his bed.

"My grandmother left it to me," she explained, "In her will. Everything. It wasn't much but..." she didn't know why she was still talking. "It was something. Cancer got her," _shut up_, "and I never knew my parents." she wasn't looking at him anymore. Her eyes were on his feet as she silently cursed herself for sharing all that. He probably didn't care. She probably freaked him out.

"I'm... sorry to hear that," he finally said. She looked up at him, surprised to see genuine concern etched into his soft features. He flinched the smallest bit, as if he were going to touch her but decided not to. Charlotte ignored this detail and shrugged, moving to sit down on the bed as he did the same.

"I'm. I shouldn't have said that. Sorry," she frowned. Her head snapped straight up as she felt his hand cover hers. She looked at him, hoping her expression wasn't too shocked.

"It's alright. I like hearing about you." Just like that, his hand was gone. Her lips twitched into a tiny smile, but she knew the rest of her face was probably red.

"I bought some stuff from the market today," the Once-Ler started, picking up one of the bags. He pulled out several very plain articles of clothing, including a sweater, some blue jeans, basic white t-shirts, and cotton socks. Charlotte brushed against him in thanks and he placed another bag on her lap. She peered into it, wondering why he didn't just take everything out as he had the last bag. Upon seeing its contents, she understood. Inside were a few pairs of basic cotton panties, feminine hygiene products and a pair of sneakers. She giggled at his embarrassment and threw her arms around him too tightly in a jest, dramatically resting her head against his shoulder.

"Thank you for everything. You have no idea how much I appreciate it... Beanpole." She threw in the last word to soften up the sentence. He chuckled and pat her arms, giving her the chance to let go of him.

"It's my pleasure. What do you say we cook up some dinner? You haven't eaten since you arrived," he observed, taking the rest of the bags to the kitchen area. Charlotte very nearly corrected him. She hadn't eaten since the previous week.

"I don't think-" her tummy growled at the mention of food, "... sure, I'm starving." The Once-Ler's face lit up and he propped a box of pancake mix onto the cupboard. Charlotte felt sick.

"I'm telling you, you have not lived until you've tried my pancakes," he boasted, beginning to prepare the batter. Charlotte pulled herself onto the counter, watching him like she used to watch her grandmother.

"Is that so?" she kicked her feet happily and giggled, "they're not even from scratch!"

The Once-Ler smirked and stood in front of her. She stopped swinging her legs. "Believe me," he said positioning himself between her legs, "It's about how it's cooked." He leaned forward and Charlotte's heart caught in her chest. He was so close she could smell the sweet city on him. She was frozen in place. He grabbed a spatula from behind her on the counter and went back to making the batter. Charlotte swallowed hard, wondering if he was aware of what he had just done to her. She wiped her palms on her pants and realized she hadn't yet changed her clothing.

"I'll be back," she said, hopping off the counter. As she gathered an outfit and closed the bathroom door behind her, she worked to steady her breathing.


	7. Chapter 7

**[A/N: Hey there! I'd like to say thank you to everyone who's been reviewing. I appreciate the helpful criticism! That being said, a few things have been changed in chapter 1 (nothing too important) appearance wise for Charlotte. She has the red hair and green eyes you probably already pictured her with now. Okay, cool!]**

The spatula scraped against the pan, prying the pancake up. When it was no longer stuck to the bottom, the Once-Ler expertly flicked his wrist, sending the pancake flying into the air before he caught it in the pan. This side sizzled as it touched the heat and Charlotte clapped, delighted by the performance. This time, she had made a point to just lean on the counter to watch instead of sitting on it.

"Order up," he said, passing a plate her way. It was stacked with so many pancakes that she knew she wouldn't be able to finish. Still, her stomach called out to be fed. With a sigh, she drizzled some syrup on them and bit into one eagerly.

"How are they?" the Once-Ler asked. They weren't anything special, but seeing his hopeful expression made her change her impending answer.

"They're delicious," she lied around her bite.

"What did I tell you?" he grinned, gobbling up his food hungrily. Charlotte continued to pick through hers until her stomach had quieted and threw the rest into the garbage when the Once-Ler wasn't looking.

"Those never get tired," he complimented himself, patting his stomach. Charlotte nodded to be polite. "Did you want more?" he asked.

"No!" she exclaimed a little too quickly. "I mean no thank you. They were very filling and I'm very tired." The second part was true. Her body forced a yawn to prove it.

"Oh! Of course. Take the bed, I'll shower while you get ready. " She shook her head. Still, he was willing to give up his bed for her.

"I wouldn't feel right about that, Once," she told him. He shrugged, and with that he disappeared into the bathroom. She glared at him even though he was gone. Shaking her head, she retrieved the blankets he had slept on the previous night and laid them out to create a makeshift bed on the floor beside his. Before getting into it, she stripped herself of her jeans so she was only in the cotton t-shirt and panties the Once-Ler had purchased for her. The blankets felt cool against her bare legs, but the floor was hard, even with the cushiony feeling behind her.

The Once-Ler stood in front of the mirror with a towel wrapped around his newly cleaned body at the waist. He wiped away a patch of steam with his hand and came face-to-face with himself. He blinked at this stranger who he knew next to nothing about. He wondered if anybody would ever take the time to figure him out if he couldn't even do it. Blue-grey eyes blinked at themselves once, twice, three times before another patch of steam was wiped away. This time it was his chest and shoulders that were revealed. Pink dots, sinks in his skin glared at him as a painful reminder that if his mother couldn't love him properly, nobody else would. He glared back at them and turned the hot water on all the way until steam covered the entirety of the mirror once more. Frustrated, he pulled his pajama pants on and went to exit; remembered Charlotte and pulled on a shirt, too.

Light from the bathroom poured over the darkness of the room, falling on Charlotte. The Once-Ler was not pleased to see that she hadn't taken his bed. No doubt, the floor was uncomfortable, yet she looked so peaceful. Had she still been awake he would have moved her, but seeing her like that made him settle on fighting that battle another night. He half closed the bathroom door to allow himself enough light to get to his bed, where he crawled under the covers and allowed his eyes to slip closed.

"Hey you," Charlotte whispered tiredly. The Once-Ler opened his eyes, surprised she hadn't been sleeping.

"Hm?"

"I have made a horrible decision sleeping on the floor, " she stated. He laughed at her quietly, bringing himself to a sitting position.

"Come on, I'll switch you," he suggested.

"No, stay there. I'm too tired to-" she yawned "switch." The Once-Ler shook his head and laid back down.

"Stubborn," he muttered, closing his eyes once more. He wasn't surprised in the least when a few minutes later he felt someone slip into bed beside him. Less surprised still was he when only moments later he heard her softly snoring. He smiled to himself, flipping to his side to face her. Her hair was strewn in a red mess over her face and her hand rested on her forehead. Both elbows were over her head in a somewhat comical fashion. It was all the Once-Ler could do to not burst out laughing at the adorable sight in his bed. He propped himself up onto his elbows and gently moved her hair away from her face. She stirred slightly, crinkling her nose at the disturbance. He held his breath, hoping he hadn't woken her and dropped back to his side. His eyes widened when Charlotte cuddled into him. Was she awake? Was she doing this in her sleep? He couldn't tell, but he didn't feel right about it. He carefully got out of bed hoping she wouldn't notice and quietly walked outside.

The air was chilly enough to make him thankful for the shirt on his back. He gazed up into the stars and wondered when he had started to like the outdoors, or if being around people all day was forcing it upon him.

_SQUWAK_!

The Once-Ler was startled, but he settled down rather quickly. The swammie swan flew over his head and landed in a truffula tree, watching him intently as he walked.

_SQUWAK_!

The Once-Ler frowned, "Hello!" he said sharply. The bird tilted its head as he passed the tree without another glance. Strange, strange bird, he thought. Odd that it kept coming back.

The Once-Ler stretched his arms over his head and gave a sigh of relief. Relief from what exactly, he did not know. His mind was clouded tonight, much like the night sky above him. Nothing was visible save for a few bright stars. The moon made a brief, bright appearance, but was soon non existent through the clouds. His feet stopped walking before he told them to, spinning him back in the direction of his home. Tiredly, he allowed them to take him back home.

Charlotte rolled onto her stomach and opened her eyes to let the morning in. Guilt instantly overtook her when she saw the Once-Ler sleeping on the floor beside her bed. She hoped she hadn't made him uncomfortable.

Her eyes searched the floor for the jeans she had discarded the previous night. When she found them, she quickly shot out of bed, snatched them up, and ran to the bathroom before the Once-Ler could wake up. When the door was closed, she heard him call out to her and went red, hoping he hadn't seen her in her underwear.

"I'm going to the market," he paused, "you can come with me if you'd like."

"Okay!" she called back, tugging off her remaining clothing. She left it on the sink and took a quick shower to wake herself up.

The Once-Ler sat up, feeling awkward. The image of Charlotte running to the bathroom was stuck in his mind and it was starting to cause his pants to feel the tiniest bit restrictive. He hadn't _meant_ to see her like that, it was just bad timing. He had to stop himself from wondering if she had only been wearing that when she was cuddled against him, as it was not helping his pants dilemma.

He heard the shower turn on and assumed it was safe for him to get up. After getting dressed, he went about cleaning up his blankets and making the bed. Mess was not tolerated when he was growing up, and it certainly wouldn't be tolerated now.

"Ready to go, Once?" Charlotte asked as she stepped out of the bathroom. He gave a tiny smile, avoiding eye contact and wished he hadn't extended her the invitation. Her hair clung to her neck and dripped down the front of her—he looked away quickly and held the door open for her. She strode by him, oblivious to how desperate he suddenly was to touch her; to see if she would shy away like everyone else.


	8. Chapter 8

Charlotte exhaled impatiently. They had been sitting on the same bench for over an hour, the Once-Ler trying desperately to sell his thneed with no luck whatsoever. She blew a strand of hair out of her eyes and rolled her head to the side to look at him. He was getting frustrated, it wasn't hard to tell. His grip on the guitar was tighter than ever and his jaw was almost mechanical as he sung his advertisement. He hadn't said a word to her all morning. She sighed again and stood up to stretch her legs, snatching the Once-Ler's hat from his head as she did so. His song slowed as he watched to see what she would do next. Charlotte pulled the hat on and straightened her posture, stopping the first person she saw on the sidewalk.

"Excuse me miss," she said in her most professional voice. The woman stopped, looked her up and down, and continued walking. Charlotte frowned, watching her leave. "Rude!" she called after her.

"Sir! Sir, you look like you could benefit from this product," Charlotte tried on the next person she saw. She straightened her hat and cocked an eyebrow at him, flashing her best smile. The man and his wife stopped and he crossed his arms over his chest, prompting her to continue. "This is revolutionary! Extraordinary! It can see into your soul!" it was then she realized she had no idea what it was actually for. Sure, the Once-Ler had given her the speech about its many uses, but she had never really paid attention.

The couple rolled their eyes and started walking again, Charlotte just managing to grab the thneed and stop them again before they got too far. "Ma'am, I truly believe you need this," she insisted, wrapping it around the woman's neck loosely. "As you can see,it's the 'in thing' right now. Find our shop just outside of town before the forest starts," she pointed her index fingers at the couple and winked at them charismaticly. Unimpressed, the woman and her husband pushed past her and ignored her calls to them. Defeated, she rejoined the Once-Ler on the bench.

"Tough crowd," she joked, replacing the fedora on his head crookedly. He straightened it and sighed.

"Did you even get my thneed back from her?" he asked. She pursed her lips.

"Uuuh... no. Advertising! Get the product out there first," she tried to cover her mistake. He glanced at her unapprovingly and stood up.

"I'm sorry," she said, trailing behind him. She had to jog to keep up with his long strides. "I am. If you'd like, I can try to find her."

"It's fine," he said sharply. She stopped walking, taking a second to force his hard tone out of her head. She ran to catch up with him.

Charlotte finally reach him and placed a hand on his shoulder, "Look, Once, I-"

"I know, you're sorry!" he shouted, "I know! Just. You don't think. You're annoying and you don't think." They were facing each other now, his words cutting into her harder than she would have expected. Her lower lip twitched and she bit it to keep it still. The Once-Ler's face softened after the realization of what he just said struck. "Charlie..."

"Fine," she whispered. She started walking in the direction of the market, leaving him to stand there.

"Charlie, I didn't mean it. You know I didn't mean it," he called. Charlotte ignored him, crossing her arms over chest as she walked with her head down. Soon enough she couldn't hear him anymore and decided he must've given up and gone home. She pressed on, walking through town as it started to rain.

That had hurt more than she thought possible. Why was she so upset about it? He was nobody to her. So why did she feel so drawn to him? She wiped away a tear of frustration from her eye and pressed on.

"Dear, are you alright?" a gentle female voice asked. Charlotte looked up and saw a woman with dark brown hair tied up in a pony tail and washed out blue eyes watching her. She had a tiny framed face, but the rest of her looked like she ate very well. She was a few years older than her, dressed in a floral patterned skirt and a black blouse.

"I'm okay," she replied, though it wasn't very convincing. The woman smiled sympathetically and extended her hand.

"Call me Norma," she said kindly. Charlotte took her hand and shook it.

"Charlotte."

"Pleased to meet you. Are you waiting for someone dear? It's about to storm," she said in a concerned tone.

"No, but... I'll be alright."

Norma shook her head and wrapped an arm around her. "Nonsense. Come home with me, I'll give you a hot meal."

Charlotte was tired of relying on others for help. For 3 years she had been independent, living off the money her grandmother had given her. She liked it that way, not bothering with others. Norma saw her hesitation and smiled sincerely. "Charlotte, is it? Charlotte Smith, by chance?" Charlotte nodded, her eyebrows pulling together. "I knew your parents. Ansel and Anna Smith. Come on, let's go and you can tell me what's become of them."

_"Though the truth may vary, this ship will carry our bodies safe to shore_..." the Once-Ler sung under his breath. Charlotte had gotten the song stuck in his head and it didn't seem to be leaving. He pushed into his house and dropped his guitar by the door, thrusting himself down on the bed. He let out a growl of frustration and covered his face with his hands. What had come over him?

He couldn't get comfortable. Standing up, he began to pace the room. He was such a god-damned failure. First he couldn't get rid of his thneed if he paid someone to take it, and then he messed up the only friendship he'd ever really had. Was Charlotte his friend? She had hugged him, yes, but she seemed to be a very affectionate person to begin with. She had kissed his cheek, too however. Yes, he decided, they were friends. Were. He tensed, remembering how hurt she looked after he snapped at her. He dragged a regretful hand down his face. Suddenly, the weight of holding himself together broke him in half. He whirled around and threw the nearest lamp to the floor. It crashed to the ground and chipped, but for the most part it held. He stared at it angrily and decided he might kick it. Just as he was about to—

_SQUWAK_!

The Once-Ler whipped his head towards the open window and glared at the swammie swan. "What do you want from me!?" he cried, throwing his hands in the air. The bird said nothing, but shook its feathers dry. It was then that he saw the rain.

The swammie swan took off and the Once-Ler rushed to the window to watch it leave through the downpour. It was satisfying to hear the sound of it falling, and more so to smell the sweet freshness of it filling his nostrils. For a moment he forgot himself, content to cool off by the window forever.

Charlotte. She was out there alone, and it was raining. At once the Once-Ler was out the door, cursing himself out under his breath.


	9. Chapter 9

The Once-Ler walked purposefully through the small town. It was practically abandoned, citizens having gone inside to escape the rain. Water ran down the street against him, trickling and splashing loudly when his feet pounded through it. He pulled his jacket tighter over his shoulders. He longed to call out for Charlotte, but didn't feel the need to attract attention to himself. Instead, head down, he marched past stores and houses glancing through shop windows to see if he could spot her. If she hadn't made it inside, she would be soaked right now. The Once-Ler hoped she had found somewhere to keep dry. Oh, this was all his fault.

"Failure," he muttered, picking up his pace. He was more than halfway through the town now and was beginning to get desperate. Where had she gotten off to? He kept his eyes on his feet now as he walked through a block of town houses.

"Are you sure you're alright now?" a conversation was going on on one of the steps of a townhouse. The Once-Ler ignored it, only catching bits over the rain.

"Okay dear... yes... You're welcome back anytime... you're family." He was walking past it now, but something made him stop.

"Thank you," a familiar voice said. At least, he thought it was familiar. He couldn't be sure unless... He located the voice and squinted to see if he was right. Charlotte's red hair immediately confirmed his suspicion. He let out a relieved breath and waited for her to leave the other woman on the steps before he approached her.

"Charlie," he started. The rest of his words got caught somewhere in his throat. She looked surprised to see him at first, but that quickly turned to hiding the hurt in her eyes by studying the ground.

"Once," she replied in a neutral tone. He swallowed, hating that he had done this to her. He wanted to take her in his arms and kiss her all over between apologies until she knew how sorry he was. He wanted to see the smile that rarely left her face. He wanted her to feel the appreciation he had for her, because nobody ever had it for him.

"I'm sorry," Charlotte whispered, barely audible over the rain, "for being annoying and not thinking." The Once-Ler's heart tore itself in half. He shook his head wildly.

"No, you're not... Charlie, I'm so sorry. I shouldn't have said those things. I didn't mean it. I got a little freaked earlier because you haven't left yet," he explained. Once it was out, he realized how it sounded and tried again, "I mean, you haven't run from me yet, and I thought I needed to push you away if you couldn't leave yourself."

"Once," she bit her lip and he ran a hand through his hair, pushing the soaking locks off his forehead.

"I realized I don't want you to leave. You're the first person I've ever had a real relationship with, and I really hope I didn't mess that up," he finished. He knew he still hadn't quite said it right, but it was okay. She looked up at him through hopeful eyes.

"Then I'm not going anywhere," she promised. Her sentence hung between them and the weight of it struck the Once-Ler hard. He was the first to smile at her words and he didn't think he'd ever be able to stop. She wasn't going anywhere. Finally, he had someone to call a friend, and she wasn't going anywhere. Charlotte smiled back at him and tossed her arms around his neck, pulling him tightly to her. He gently returned her affection, still rather unsure about her wanting him to touch her. It was only a short time before she pulled away— he would never be the first to let go— and they started walking back to his home.

The rain had let up a little, but it had already done its damage. Charlotte wrapped her arms around her middle in an attempt to stop the shiver that escaped her moments later. Without hesitation, the Once-Ler slipped his coat off and wrapped it around her shoulders. She pulled it on, ignoring how long the sleeves were on her. She smiled in thanks and stood closer to him. He could feel her body heat and would never regret giving up his jacket.

"I met a woman named Norma today. Turns out she's my aunt," Charlotte informed him. He nodded, interested.

"Why didn't your grandmother tell you about her?" he questioned.

"They fell off a while back. Ignored each other completely. She says that her and I are the only ones still alive in the family. That we're all we have," she went on. The Once-Ler nodded slowly, though he disagreed. She had him. Sure, he hadn't been around long, but they were friends, right? That had to count for something.

"I see," he said, "Does that mean you're going to live with her?" His voice was filled with the secret hope that she wouldn't leave. Not just yet.

"God, no," she said. "She might be family, but I'd sooner live on my own again than take yet another person's charity. She owns the shop below her house though. I might get a job there, at least. Be able to afford rent somewhere." Even to her, it sounded like empty plans. She had no need for a job yet. She probably wouldn't leave the Once-Ler's for a few more weeks, in fact.

"It's not exactly charity if someone wants to help, Charlie," the Once-Ler said. Charlotte shrugged.

"Puddle!" she yelled excitedly out of nowhere. The Once-Ler shielded his face as she hopped into a puddle, soaking them both more than the rain already had. She giggled and jumped out of it, throwing her head back and laughing in delight. The Once-Ler wandered around the puddle and cocked a smirk as he used his foot to splash her with more water.

"Hey!" she shouted, frowning at him. He chuckled, once again thinking how adorable she was— especially in his too-big jacket. Catching him off-guard, she shoved him hard enough that he tripped backwards, landing on his bottom in another puddle. She giggled and pointed at him, giving him the opportunity to yank her down with him by the arm. She shrieked, tumbling over him onto the ground. They sat there laughing and splashing each other until the rain had stopped. Charlotte let herself fall to her back and dragged the Once-Ler with her, where they continued their battle, wrestling on the ground. He let her gain the upper hand, and for the second time in his life he found himself pinned underneath this tiny girl.

"Weakling," she teased, sticking her tongue out at him. He quickly rolled the side, knocking her off him and took the liberty of pinning her arms above her head. Even though he couldn't complain about being straddled by a beautiful girl, he had to admit he kind of liked it better this way, legs tangled in hers beneath him.

"Once," she whined, giving a small struggle. Both laughed at her failed efforts. Slowly, their entertained expressions softened as they studied each other's eyes. Time seemed to stop and it were as if they were the only two people in the whole world. The Once-Ler's grip on her wrists loosened, daring her to break the moment and do something. Instead they just stared, chest to chest, each comforted by the beat of the other's heart. His eyes wandered to her lips. They were slightly parted, waiting for his. He couldn't help but wonder how they tasted. His gaze flicked up to hers. Her eyes slipped closed and she tilted her chin towards him, just slightly.

The Once-Ler pushed himself off of her and extended his hand to help her up. She looked a little dazed, but she allowed him to help her stand.

"It's getting late," he observed. She nodded.

"Mhmm."

"We should get home," he said." She nodded.

"Mhmm." Charlotte smiled at him to let him know it was okay. He felt himself relax and smiled back. The pair walked shoulder to shoulder back home.


	10. Chapter 10

Charlotte and the Once-Ler faced each other, both with a look of determination on their face. The bed separated them where they stood, a chipped bedside lamp the only thing illuminating the room. Charlotte puffed out an angry breath, blowing a stray hair out of her face. The rest of it was tied back in a loose bun for sleeping in. She rolled up the sleeves of her clothing, a pair of pajamas the Once-Ler lent her, and continued to stare.

"I'm not kicking you out of your bed again!" she exclaimed.

"Well then neither of us get it," he replied.

"Just sleep in the freaking bed!" she yelled, throwing her hands up in the air.

"'Freaking'?" he smirked.

"Yes, freaking!"

"You're being childish," he smiled at how red her face was getting.

"I'M being childish? Get in the bed, Once!"

"Hm," he spoke, tapping his finger to his chin,"No."

Charlotte growled, "Bed. Now." The Once-Ler held up his hands in surrender and inched his way onto the bed on his knees. Looking satisfied, Charlotte turned around to retrieve the blankets for her bed, but before she could reach them, the Once-Ler grabbed her waist and pulled her onto the bed with him. She sat down with a plunk and bounced into his chest. Even though she was a little annoyed, she couldn't help but giggle.

"What are you doing?" she asked, exasperated.

"Making sure neither of us are happy," he answered. "Are you happy?"

"No. Are you?"

_Yes _"No."

"Good."

"Good."

Charlotte crossed her arms, snuggling against him tighter without meaning to. She could feel his heartbeat. She noticed it was a little fast, but blamed it on the work it took to get her on the bed. She felt him settle into his pillow before flicking off the bedside lamp and closed her eyes.

"Charlie?" he asked the darkness.

"Hm?" she replied.

"Friends sometimes sleep in the same bed, right?"

"Yeah," she confirmed, her eyes opening a little. With careful consideration, she moved away from him to her own side of the bed and turned towards the wall. She couldn't risk making him uncomfortable.

Charlotte stretched out and embraced the light filling the room. She rolled to her back and was almost surprised to see that she wasn't alone. The Once-Ler slept quietly beside her, gentle features showing no sign of what he might have been dreaming about. One arm was tucked under his head and the other was hidden beneath the blankets. She sat up slowly and stretched her arms above her head, sighing lightly as she let them fall.

"How'd you sleep?" the Once-Ler asked, startling her for a brief moment.

"Well," she answered, "you?"

"Just fine, actually." He sounded surprised, but Charlotte couldn't place why.

"What's the plan today?" she inquired. The Once-Ler groaned, burying his face in a pillow. He mumbled something incoherently and she shook her head at him.

Suddenly, there was a knock on the door. At once, the Once-Ler was out of bed answering it. "Hello?"

"Hello sir," Charlotte heard an unfamiliar voice say. The door was blocking her view of them. "Are you the inventor of the thneed?"

"Yes," he said quickly, "Yes I am. Hello."

"I want to put it in my store," another voice stated enthusiastically.

"I need 10 of them by Friday." People were talking over each other, trying to get his attention.

Charlotte listened closely, trying to decipher just how many people there were, but the only thing she could focus on was a small child singing in the crowd. "_Ya everybody needs a thneed, a fine thing that all people need. The thneed is good, the thneed is great..._"

"Alright! Alright, I'll need everyone to fill out a form..." the Once-Ler spoke, but Charlotte tuned him out. Her mind was at work. The mass production of any product was harmful to the environment by means of factory pollution, but this... This would be utterly destructive if someone didn't keep his promise. Charlotte looked at the Once-Ler, who was simply elated as he spoke. He blinked quickly and made enthusiastic gestures with his hands. She could only hope...


	11. Chapter 11

**[A/N: Song? Which song? O.o it'll probably be in there somewhere... Anyway, I'd like to acknowledge that Swammie swans are swommie swans; the auto-correct version. I'd also like to say that yall are great. It makes me so happy to see that people are enjoying this :) thanks all for your support! ]**

Charlotte took a deep breath in and let it out slowly, her back straightening and relaxing with her lungs. She sat in the middle of the forest with her legs crossed, hands resting on her knees. The sun cast uneven shadows over her face from beneath the truffula tree she was under. Her eyes were closed as she focused on the sound of the world around her. Bar-ba-loots and swammie swans rustled and sung for her. She was completely at peace here, away from the chaos of the Once-Ler's. Nobody out here would bother her; they never did. She figured she would stay out there until the sun began to set, at least. She had no business getting involved with the Once-Ler's dealings anyway.

"_I don't like walking 'round this old and empty house_," she sung under her breath.

"_So hold my hand, I'll walk with you my dear,_" the Once-Ler called back. Charlotte opened her eyes and watched as he sat down beside her in the partial shade. He offered a wide smile with joyful eyes.

"The thneed caught on," he informed her, though she already knew.

"I'm happy for you!" she promised, bumping him with her shoulder playfully. He leaned against the trunk of the truffula tree with one hand behind his head and tried in vain to shake his smile away.

"This could be it, Charlie. This could be my break," he went on. "I've called the family, they're coming up to help me speed up manufacturing time. Seriously, this could _be_ something! I can _be_ something!"

Charlotte nodded, "You deserve this, Once. You deserve it all."

"I wonder what my family will say when they see how great this is," he ignored her.

"Really, you do... you're so great. I'm so thankful that you came into my life when you did."

The Once-Ler hopped up to his knees and faced her. "Charlie, we are in for something big. I knew I'd make it one day. You're here with me, I mean can you believe it?"

Charlotte gave up on trying to talk to him and nodded. He settled back down against the tree and laid his hand on hers. She couldn't be sure she heard him properly, but she thought he mumbled, "I told you, mom."

Several minutes passed in comfortable silence and she finally tried speaking again. "Tell me something about you," she said. He looked at her funny.

"What do you mean?"

"I feel like I know you so well, and yet... I don't even know your favourite colour," she said .

"Blue," he told her. She laughed lightly.

"I want to know more than that, Once. What's something you've never told anyone?"

He thought for a moment. There were plenty of things he had never spoken out loud. Plenty of things never worth leaving his head, he thought. The Once-Ler picked through bits of information in his brain and finally came up with something that wouldn't make her want to leave. "I like long baths," he confessed. "I've always... liked baths."

"You're kidding," she gushed, "I'm the same way. Haven't had one in years."

The Once-Ler gripped her hand tighter, excitedly, "Just wait a little while longer. I'll make sure you can have one. When I make it in this town, I'll make sure you can have all the baths you want." Charlotte blushed slightly and absently entwined her fingers with his.

"Once? Friends sometimes hold hands, right?" she questioned. The Once-Ler seemed to just realize that they were, and stopped brushing his thumb over hers. His face flushed heavily and he looked away from her.

"Yes they do," he answered. He didn't know if he was right, of course. It's not like he had ever had a friend before, but he did like touching her.

"M'kay," Charlotte accepted his words without much thought and went on, "so tell me about your hometown." The two went on like that for a long time, asking personal questions and receiving solid answers. By the end of it, the Once-Ler knew everything there was to know about Charlotte, and she felt the same way. Of course he had told her a lot, but never anything about his mother. She had always had her grandmother around, and though he knew it must have been hard for her to lose her, he also knew she wouldn't understand what he went through. Still, he offered up the rest of the information she wanted without hesitation. Neither of them noticed that as they talked and the stars appeared one by one above them, they were gradually being pulled together. By the time they had run out of questions, they were shoulder to shoulder, leaning on each other for support.

The Once-Ler yawned, "It's getting late." Charlotte hopped to her feet.

"Get up, I want to show you something," she said. Reluctantly, yet with a slight curiosity, he got up and followed her. She took up a quick pace and he had to follow suit as to not lose her in the dark.

"Charlie, slow down a little," he was starting to get out of breath.

"Quit complaining Once, we're almost there," she said. She stopped suddenly and he ran into the back of her, forcing her to stumble forward to catch herself. "Watch it, Beanpole!" she snapped, amused. Though he knew she was joking, he apologized.

"Here we are," she said. The Once-Ler looked around. It was a little easier to see in this part of the forest, as moon reached its luminous grip between the trees and reflected off a pond's surface. The water glittered with a cool excitement. There wasn't too much else he could make out at this time of night, besides Charlotte. The moonlight was her friend in this situation. It highlighted her face in such a way that her eyes lit up even more than they could have in the day. She was beaming.

"Isn't it pretty?" she asked.

"Yes," he breathed, but he was still looking at her.

"There are humming-fish here. They're so unique," she said. He nodded. His uncle had taken him fishing once. He knew exactly how unique the species was.

"They mate for life, you know," he chimed in. "Even if one of them dies."

"It's beautiful, really," Charlotte finished his thought. "Once?" she asked in a slightly higher tone.

"Yeah?"

She paused and opened her mouth to speak, but nothing came out. She tried again. Nothing. The Once-Ler turned to face her, "What is it?"

"If... If I said I wanted you to kiss me, what...would you say?" she finally got it out and averted her gaze, bracing for the answer. It was his turn to be speechless. He had never kissed a girl. If he wanted to, he wouldn't know how. His eyes caught her lips in the dim light and he wished for the millionth time that he had the courage to do something.

Charlotte bit her bottom lip and closed the space between them. She was so close; his palms were sweating. She stood on her toes and lightly brushed her lips over his, pausing for a second to let him pull away. When he didn't, she pressed her mouth to his gently.

His hands. What was he supposed to do with his hands? Charlotte's were flat against his chest. He realized she could probably feel how fast his heart was beating. Hands. What was he doing? He realized he should at least be kissing her back. Yes, he thought, he would start with that.

Too late had he come to this realization and too soon did she pull away, embarrassed. "I'm sorry," she shook her head, "I shouldn't have done that. I just thought... Nevermind." She pivoted and started to walk away.

The Once-Ler snapped into reality and was on the move. He reached out and tugged her wrist so she faced him, bending down and capturing her mouth with his before she had a chance to react. He pulled the small of her back towards him with one hand and with the other tilted her chin. Her arms slipped around his neck and their lips moved in sync for several seconds until he pulled away and let her stand up straight against him. Her arms remained around his neck as she gazed up at him with a tiny smile on her face. He was left with a goofy expression and the inability to look her in the eye.

"Once," she said in a voice just barely above a whisper, "Do friends do that?" she asked, though she knew the answer.

"No Charlie. Friends don't do that," he replied.

"What does that make us?" she asked. He shrugged.

"I'll be anything as long as it's with you," he promised. She smiled and kissed him again. He could certainly get used to this.


	12. Chapter 12

The sun burned brighter in the sky than it ever had before. It was like it danced in the middle of the clear afternoon blue all around it. Charlotte shielded her eyes from its happy rays and skipped a stone across the pond in front of her. It bounced twice across the water, then skidded against it and disappeared with a plunk. She smiled at her success and walked in the grass, not bothering to hide under the shade. There was a small breeze, making her glad to be warmed by its light.

The Once-Ler had stayed in his pop-up tent to work on the thneed orders. If he didn't have help, Charlotte knew that he would never get anything done in time. It was this that motivated her to climb the next tree she came to, her body scratching against its bark as she hauled herself up and towards its colourful top. She had had a lot of practice climbing trees as a child. She couldn't possibly count the number of times she had scraped her knee, got a splinter, or just fallen out of one against her grandmother's caution. She reached up and grabbed one of the branches sprouting pink tusks to hold herself in place as she retrieved a plastic bag from her pocket. She put it in her mouth to free her hands and shimmied up as far as she could so she could loop her leg over the branch. With a new found stability, she began harvesting tusks into the bag. She would never clear a branch, as that would harm the tree, so she continually moved around to gather from different places around the top. When she was sure that was all she could get, she climbed to the ground and put the bag back in her pocket. This process continued until her bag was full and she was riddled with scrapes and splinters.

The Once-Ler wrapped a strand of truffula-made yarn around his needle and slipped it off onto the other. His slender fingers worked quickly from years of practice when he hid himself in his room and learned just for something to do. His face twisted into a frown as he worked faster. _Loop, under, off,_ he repeated. /_Loop, under, off. _The yarn twisted, forming a small knot in his path. He grumbled and set the needles on his lap, pulling blindly to smooth out the knot. Had somebody taught him properly, he thought, he wouldn't have such trouble. Had somebody taught him to read properly, he thought, he wouldn't have such trouble deciphering the forms his customers filled out. Had somebody taught him properly to show affection, he wouldn't have such trouble with Charlotte-

He clenched his teeth together, hearing someone pull up outside. With a steadying breath, he set his knitting aside and approached the door.

_Knock knock knock._ His hand lingered on the doorknob. _Knock knock knock_. It twisted too easily in his grip.

"Oh Oncie, come here sweet pea!" he fought the oncoming cringe and accepted this woman's tight embrace. He closed his eyes against her brief warmth and wondered why it felt so unfamiliar before she had pulled away.

"Hey mom," he greeted. "Hey uncle. Brett, Chett." The family exchanged short hugs and went in different directions, hoping to set up larger quarters. The Once-Ler offered a weak smile to the last of his family to approach him.

"Aunt Grizelda, hi," waved. The woman looked him up and down unamusedly and departed to help the family set up the abnoxiously large RV. He breathed out quietly, relieved at how well the reunion had gone.

"Once?" he heard Charlotte. He stood up straighter and turned to face her. She looked concerned for him, though he couldn't imagine why, especially considering her current appearance. Blood soaked through the bandage on her arm and scratches were scattered over her whole person. Her hair was disheveled and pulled back into a loose pony. She contrasted heavily with the pristine, well-dressed women in his family. Perhaps that was why he liked her.

"Charlie, what happened to you?" he asked, pulling her arm towards him to examine it.

"I wanted to help," she explained, retrieving a bag from her pocket. When the Once-Ler saw that it was filled with truffula tusks, he smiled adoringly at her.

"You didn't have to-"

"I wanted to," she said again. He pulled her into a hug and kissed the top of her forehead without effort. "Let me take a look under that bandage," he said, leading her inside.

"That's unnecessary. Really, it's fine," she insisted as they sat on the bed and he removed the bandage.

"It needs to be cleaned," he observed, rushing to the bathroom to retrieve a small first aid kit. When he returned, he expertly began to treat her. Charlotte eyed his movements carefully, flinching slightly as the cold medicine touched her healing wound. "I'm sorry," he kept repeating every time she winced.

"Quit apologizing, I'm being childish," she joked, though he never laughed. Soon, there was a clean white gauze taped over her wound and the Once-Ler worked to remove wooden splinters from her. There were so many just in her hands and arms that by the time he got to her legs he could hardly see by the window's light.

"You need to be more careful," he warned as she laid down, legs stretched over his lap so he could see them better. She waved his words away like they were nothing.

"I'm fine," she assured him.

"Oncie, what's going on here? We don't want you to get distracted in such a busy time," his mother said, entering the room. Charlotte could hear the false concern dripping from her words.

"Yes mom," he obeyed, pushing Charlotte off him. She sat up quickly to steady herself.

"And, who are you?" the woman asked, hands finding their way to rest on her tiny hips.

"Charlotte," she said confidently. She would have said more, but the woman's face silenced her before she even began. "Right, nice meeting you ma'am. I'll just get out of your way," she said, nervousness manifesting into sarcasm in her tone. She picked up a pair of pajamas and headed to the bathroom to shower.

When she emerged, the Once-Ler was waiting for her with a suitcase in his hand. She stared at it, her heart beating a mile a minute. He wouldn't kicker her out... would he?

"We're going to the family's RV. I have all your stuff there, let's go," he said, holding the front door open. Charlotte breathed a sigh of relief and followed him to their new room, marvelling at the size of the place. She wondered how the family could afford such a luxury, but would never ask.

"Do you like it?" he asked as he put the suitcase down. She looked around the spacious room and offered a weak smile. It was far too big, able to hold two dressers, a king sized bed, and two nightstands without feeling claustrophobic.

"It's... Perfect," she said, changing her mind halfway through the sentence. The Once-Ler didn't notice her hesitation, bringing her into his arms. All was forgotten as she focused on how much she enjoyed not having to initiate his touch. She wrapped her arms around his middle and dropped her head to the crook of his neck, where it seemed to fit perfectly.

"Goodnight Charlie," he whispered.

"Wait, you're not-" she was briefly interrupted to return the goodnight kiss he offered her, "You're not staying?"

"I have a lot to do before tomorrow," he said. "I'll be in my room down the hall if you need me before morning."

"You have your own room? Why not just stay here?" she felt herself pout without meaning to and suddenly felt very needy. As she watched him think it over, she wished she hadn't said anything.

"I need to finish a few things, but I guess I can come in here later," the Once-Ler finally decided. With that, Charlotte was left alone. She flicked on the bedside light and turned off the one overhead before climbing between the cool sheets. She glanced at the clock on the table. It was only 10pm. She flipped onto her back and fought off sleep for four hours until the Once-Ler returned at 2am. He crept in quietly, not knowing if she were awake or not and turned off the lamp. When she felt him settle, she realized exactly how large this bed was. She missed fitting on the single mattress with him. This put too much space between them. Charlotte inched towards the middle of the the bed until she felt him and promptly cuddled into his side.

"I didn't think you'd be awake," the Once-Ler said. He sounded wide awake, despite having been up for so long.

"If you need to sleep, that's fine," she said, feeling him wrap his arm around her shoulder.

"And if I don't?" he asked. She was wide awake now, grateful for the blanket of darkness hiding her flushed cheeks. "Kidding," he promised lightly, hugging her with both arms now. Now she was curious. Her hand slid from his chest to his cheek to gage where he was and her lips pressed against his. It felt the same as any other time they had kissed, only now she didn't pull away. Her lips parted, guiding him to do the same. She pressed against him harder, silently daring him to make the next move. His tongue slid into her mouth and she gently pushed it back with hers. Their mouths closed, parted again. The first few times were fairly sloppy, neither participant having any idea what they were doing, but soon they found an easy rhythm. The Once-Ler flipped them over so his upper half was on top of her and their legs were tangled together. Charlotte's too-big pajama shirt bunched up below her chest when they moved, exposing her tummy. The Once-Ler trailed his hands over her bare skin, climbing higher and higher until the material of the shirt stopped him. She shivered, playing with his hair. His fingers found the first button of her shirt and worked it open. Charlotte inhaled sharply as he moved to the next button, and then the next until

"Wait, stop," she gasped, pushing his hands away. She sat up facing away from him and closed her shirt.

"I-I'm sorry, I-"

"No worries, that was my fault," Charlotte shushed him and drew her knees to her chest. The Once-Ler moved to leave, but she caught his arm. "Don't go... please," she said. She had no idea why, but tears welled up in her eyes. She didn't want to be alone anymore. Upon hearing her sniffle, he pulled her into his chest and laid down with her.

"It's okay, I'm not leaving."


	13. Chapter 13

Charlotte popped open the middle drawer of the dresser. She rubbed sleep out of her eyes and frowned, confused by the drawers' contents. She had expected to find the clothing the Once-Ler had bought, but instead found more lady-like attire. She closed the drawer and tried another, then another, finding the same thing in each. She scanned the room for anything that might suit her better, only finding her backpack which was only filled with her momentous. Finally, she was forced to get dressed in a mustard coloured dress that had 3 white buttons from her belly to the top of her chest. It had short sleeves, a short collar, and it flared out at her waist to emphasize her hips while still maintaining enough conservation to cover her entire thigh down to her knees. She hated it.

Once she had found a bathroom and gone through her morning routine (hair in a neat braid, teeth brushed, and deodorant), Charlotte wandered outside to where she heard people talking. It was a nice morning, the pale sky harbouring a few puffy clouds. The men in the Once-Ler's family had already started helping out by harvesting truffula tusks while the women stood by watching. She approached the supervisors with a warm smile, hoping to get off on a better foot than the previous night.

"Look Grizelda, she does know how to be a lady," the Once-Ler's mother mocked, eyeing up her dress. Charlotte arched her back and put her hands on her hips, mildly offended. She opened her mouth to insult her, but remembered she was trying to get along with them. She ignored the comment completely and forced her smile back in place.

"It's really nice to meet you. Hello, I'm Charlotte," she extended a handshake to both of them and then held her hands together out of nervousness. She could feel them judging her. Awkward silence fell over them and she shifted on her feet uncomfortablly.

"Oncie told us a lot about you," the Once-Ler's mother, whom she had come to know as Isabella, said.

Grizelda sneered, "lots." Charlotte fiddled her hands and bit the inside of her cheek. She wanted so badly to forget these people were related to the Once-Ler and go offside at them. She would never, ever make anyone feel this uncomfortable in her own home.

"I have a feeling you two don't like me. Although I am not a fan of yours either, I'd appreciate it if we could try to get along while you're here," Charlotte said calmly.

"'While we're here'? Just stay out of our way 'while we're here' and we'll get along fine," Isabella mimicked her gentle tone, but wore a devious smile.

"Right," Charlotte said through clenched teeth, "Where's Once?"

"In his office," Grizelda said, relieved when Charlotte walked away grumbling to herself.

The Once-Ler finished looking over a final order form and jotted his total down on the corner of the paper. He set the pen down gently and reclined in his chair, looking out the window over the work his family was doing. It was nice, in a way, knowing they were there for him in his time of need. He idly considered that this was not, in fact, his 'time of need', but instead his fifteen minutes. The thought didn't sit right with him for some reason and he pushed it away.

Charlotte appeared outside his window. He waved and she smiled, approaching him quickly. Something was wrong, he could tell by the way she bit her lip. He would have asked her about it, but was suddenly distracted by her outfit. Just as he had suspected, she was more beautiful than ever. He hoped she would continue to dress like that. It suited her and assured him that she wouldn't be climbing any trees.

"You look..." He blushed, not even able to finish the sentence.

"Thanks. It's... Different. How long is your family staying?" Charlotte asked. The Once-Ler hadn't thought of that.

"As long as I still need their help," he supposed. "Why, is there something wrong?"

"No! No, not at all!" she started.

"If you're sure," he said, unconvinced. The Once-Ler noticed for the first time that she was a horrible liar. Nevertheless, he would not press her for information.

"Once, I actually came by to talk about last night." The Once-Ler's face was bright crimson in colour. He tried for as long as he could to maintain eye contact, but his gaze ultimately rested on the top of her forehead.

Last night. That was something. He remembered every detail— her smell, how soft she was, the exact way she moved against him— he knew he'd never forget it for as long as he lived. How he wished he had gotten to the last button before-

"I'm sorry," he mumbled. He shook the thoughts from his head, hating that they were there.

"I wanted to be the one to apologize, actually," Charlotte leaned on the window sill and rested her chin on her hands before continuing, "You did nothing wrong."

"I did. I should- I mean I shouldn't have," his eyes wandered to her chest and snapped back to her forehead. Charlotte chuckled softly.

"That was my fault. I'll be in there in one second and we can talk, if you're not too busy," she promised. The Once-Ler watched her walk out of his line of sight and turned, waiting for her to reappear in the door.

"Oncie, do you have a minute dear?" Isabella asked from the window. The Once-Ler faced her and waited for her to continue. "See, the thing is, we need to start chopping down the trees."

"What? Why?" he glanced over his shoulder to make sure Charlotte wasn't around.

"It'll be faster than climbing them. Our method takes too long for you to make any profit. Come on Oncie, just a few trees?"

The Once-Ler balled up his fists and looked away from his mother. "I'll think about it."

"But-"

"I said I will think about it," he snapped, regretting it immediately.

Isabella pouted and looked away. "I didn't raise my boy to talk to me like that," she said sadly, walking away before he could think of something to say. Every step she took seemed to shatter his heart a little more. Just then, Charlotte entered the room with a smile and pulled herself onto his desk, right next to his work. He was relieved to have someone to occupy his mind, and happily took her hands in his.

"Okay Charlie, talk to me."

Days soon turned into routine. Every day, Charlotte would wake up, deal with the Once-Ler's family as best she could, and wait to keep him company after he was finished with work. The Once-Ler would work, turn down his mother's deforestation idea, and wait to be accompanied by his Charlie. Thneed orders were going out just as fast as he could knit , but sometimes he wished they could go out faster. Sometimes, he almost thought about saying yes to his mother.


	14. Chapter 14

**[A/N: Song soon. Not yet. But soon. Oh, guys! Y'all should check out Mrs. Funcler 's story! It's pretty cool so far! You can find her in the reviews :3]**

"Okay." That was the word that had slipped out of his mouth. Not 'yes,' or 'fine,' or 'alright,' or anything in between. He had said "Okay." Four letters, two syllables, and one promise broken; that's what the word was made of.

The Once-Ler stared at the ceiling, unable to sleep after uttering the word to his mother before bed. He squeezed Charlotte to him, knowing she was the only reason he felt so guilty. He stole a glance at her sleeping face and the guilt hit him harder than he thought possible. Why did it matter if a few trees were gone? He tried to rationalize his decision in every way, but he knew she would not react well. He sighed and traced his fingertips over her shoulder.

She giggled and buried her face in his chest. "That tickles," she laughed sleepily. That brought a smile to his face. He did it again and chuckled himself when the same mumbled reaction came of it. The smile was short lived when he realized he might not be able to do that beyond that night. He sighed again and closed his eyes, hoping sleep would come to him.

"Once, wake up," Charlotte hovered over him, a look of distress in her eyes.

"Hm?" the world was in and out of focus as he tried to comprehend the situation. There was a pounding sound coming from outside. Charlotte shook him and leaped out of bed. He knew now what was happening.

"What are they doing?" Charlotte yelled, running out of the room in only her pajamas.

"No, Charlie, wait!" the Once-Ler threw the blankets aside and ran after her, not bothering to put shoes or a shirt on. He reached her just as she burst outside. "Charlie, please go back inside," he begged. Whether she didn't hear him or simply chose to ignore him, she was now running towards one of his axe-weilding brothers. The Once-Ler followed closely behind.

"Not so fast," Isabella and Grizelda stood in her way. When she tried to push past them, they restrained her. She struggled, close to hysterics as she was forced to watch Brett and Chett kill trees.

"Let me go!" she screamed, "What are they doing? Stop it! What are you doing? Stop it, please!" She stopped struggling and slumped to her knees. The Once-Ler's chest tightened as the women let go of her and let her completely drop to the ground. He placed a tentative hand on her shoulder and she jerked away from him, jumping to her feet. When she faced him, there was nothing but anger and hurt in her eyes. She grabbed two fistfulls of his collar and pulled him to her so hard that he almost fell.

"Tell me you didn't do this," she sobbed, "Tell them to stop." The Once-Ler swallowed, but said nothing. Her anger blazed, covering her hurt. She took a step back and shook her head violently. "You didn't. Tell me you didn't, or I swear to god, I'll-" she stopped. Her hands covered her mouth and she shook her head again. "You did."

"Charlie, I just-" she cranked her hand back and it cracked against his face. It stung, but he didn't move or say anything.

Charlotte fled the scene, hoping to escape the sounds plaguing her ears. She first ran inside to retrieve her backpack, slinging it over her shoulder in a haste. The Once-Ler stopped her at the door. "Charlie, please. Don't leave me," he said. That stopped her in her tracks. She had promised not to leave, yes, but...

"You promised." It was a simple statement, but it meant so much. He knew it did. "You_ promised_!" Charlotte pounded her fists against his chest over and over again until she simply didn't have enough strength to anymore. He wouldn't stop her. Even he thought it despicable that he had nothing to say at that moment. Instead, he just watched her shrink into herself a little more every time she heard the blade of an axe cut into a tree.

"You disgust me," she said. It hurt. It felt like he was the tree and her words were cutting into him.

"I have to get out of here," she said, shoving him out of her way. He couldn't stop her now, she had made up her mind. She didn't know where she'd go, but it wouldn't be here. Or did she? Yes, she thought, picking up her speed, she knew exactly where she was going to go.


	15. Chapter 15

**[A/N: Thank you so much for being patient with me. I promise, this story will have an ending, hopefully by the end of the year :) tonight I will be posting 2 short chapters, and possibly a 3rd one if my mind doesn't wander, so check back later! Thanks for reading!]**

The Once-Ler sat in his office, knitting in distress. Of course the family had machinery set up to automatically produce thneeds now, but there was something that felt wrong to him about failing to aid in their production. He knew he wasn't really helping, but he certainly wasn't holding anything back.

"Oncie!" his mother beckoned. Frustrated and irritable for no discernible reason, he shoved the half-finished thneed off his lap and threw the door open.

"What?"

"I was snoop—uh, I was cleaning your room and I found this. You know I don't like her, Oncie," she held out a photograph and he snatched it form her, nearly tearing it as he did so. Upon examination, he saw it was a picture of Charlotte and an older woman whom he guessed to be her grandmother. He speculated that it had fallen out of her bag when she left. He tore his gaze away from it, hoping his mother couldn't see the tears clouding his eyes, and shoved it in his pocket.

"Stay out of my room," he said slowly, accentuating every syllable to make it very clear. For the first time in his life, he saw something in his mother's eyes; fear. She nodded and gulped down before the Once-Ler gently closed the door. Regret immediately hit him. His mother hadn't deserved that. Just when she was starting to warm up to him—no. He ran his hands through his hair and threw his weight into the chair. He pulled Charlotte's picture out of his pocket and studied it a little while longer. She was so young in the picture. Her freckles seemed more plentiful and her hair was lighter. Her eyes seemed a little different, too. They were weaker. More innocent. They had yet to face the world, because the guardian standing next to her was a lightening rod. Her eyes were old and wise. They had seen the horrors of the world, but they were determined, too. Determined to protect the girl under her arm. The Once-Ler stood and dug through a drawer in his desk until he came across a small picture frame. In it was another picture, this one a stock photo of a family that wasn't his. He threw it in the trash can and replaced it with Charlotte's picture. He thought about keeping it on the desk, but decided against it when he remembered his mother's dislike of the girl. Instead, he placed it gently in the bottom of the drawer and returned to his seat. His eyes drifted off to the window and he found himself missing the bird that used to squawk at him.

"What's wrong with me?" he mumbled.

Charlotte slumped over the wooden table in front of her, absent mindedly sipping at a cup of sweet tea. It tasted different than she was used to; not bad, but different. Then again, she had only learned to make tea by watching her grandmother at a very young age. The difference between the tea she usually made and the one she was now drinking was that this one was made by an experienced brewer. This was a hand-crafted blend of all the herbs and spices one could possibly think of putting in a tea bag, then left to soak in the water for exactly 7 minutes—no less—before it was ready for consumption. She knew because Norma had told her exactly that with more enthusiasm than a kitty on catnip while she made it.

"I knew that Once-Ler was no good!" Norma muttered. It was then that Charlotte tuned back into the conversation, realizing she had been talking for quite some time.

"I don't really blame him," she replied, taking another sip of her tea. She nearly spat it out again when she processed what she had just said, and recognized how true it was. Norma turned to give her a questioning look. "I don't blame _him_," she repeated, "I think, perhaps his mother…" she trailed off and shook her head, knowing how crazy she must have sounded.

"He knew what he was doing, dear," Norma chided. "You think his mother has that much power over him? I think if he wanted to keep his promise, he would have. The boy's head is filled with visions of fame and recognition that'll never come his way." Her hand fluttered in dismissal as she went back to work. She left Charlotte to think on that in silence for only a few moments before turning back to her. "Dear, could you come give me a hand here?"

Charlotte rose and joined Norma at the counter. "Butter that bread there, would you?" she was instructed. She quickly got to work and buttered each piece carefully as to not miss the edges. When Norma checked it over with a smile, she was instructed to move on to buttering the bagels that came out of the oven for toasting. After about an hour, just about the whole store was buttered and Norma gave a look of approval.

"It's nice to have help," she commented. "Now let's discuss your pay." Charlotte began to protest, but Norma cut her off, "Don't give me that, you were a lot of help and I expect to have you around for awhile if that's alright with you." Charlotte said nothing. "Yes, I expect you'll be here until something better comes along," she chuckled, "but until that happens I'd like to make sure I'm doing my part to repay you. Come along, I'll show you your room."

"Room? Oh my, I couldn't possibly-"

"You could possibly. And you will. Come, grab your bag," Norma took her by the wrist and led her upstairs. They came through a small home that was finely decorated for its size, albeit outdated, until they appeared in what looked to be a guest room. It had a single bed adorned with a little blue comforter and a small white quilt that was folded at the foot. Beside that was a nightstand with a single drawer, a bedside lamp, and the entrance to a very tiny closet.

"Oh Norma, it's perfect," Charlotte smiled and hugged her.

"Now now, don't go getting too excited. It's not free, you know!" Norma said. Before Charlotte could respond, Norma continued, "I still need help around the shop. You can stay here, but the shop opens at 8am every day excluding Friday and closes at 6pm. I have an additional request if you plan to stay." Charlotte nodded in anticipation. "When the shop closes, you are to have dinner with me. Do you accept?"

Charlotte smiled again. "Of course."

"Excellent." Norma glanced at the clock. "It's just about 7 now. I'll leave you to it, and see you in the morning."

"Norma?" Charlotte stopped her. "You don't think that Once will do too much damage to the forest, do you?"

"No. No, don't worry about that." Charlotte nodded and watched her go. She sat down on the edge of her bed and bit her lip, forcing the only happy thought she could muster: she would be okay here. She would be taken care of.


	16. Chapter 16

Charlotte pulled her sweater tighter around herself and wished she had heeded Norma`s advice to bring a warmer jacket. It was only September 2nd, but autumn seemed to blow in at full force already. She contemplated going back to the shop, but breaking her routine was too much of a hassle after all the weeks she`d spent working to maintain it. She had somewhere to be, after all.

"Get your thneeds here for only 5 dollars! 5 dollars, get your thneeds!" a salesman exclaimed when she passed. She avoided eye contact and her thoughts drifted to the Once-Ler. She wondered how he was doing now that his business was a hit. Everywhere you looked, his invention was being used for something. It had even been rumored that he and his family were so well off now that they had nearly completed the construction of a mansion by their request and wallet. Of course, nobody knew if it were true or not, and if it were it would have had to be very deep in the forest where nobody could see from town. She liked to think it would be by her old burned down home and one day when the forest was replenished and she had saved enough money she would rebuild it and they might be civil neighbors. But, that was just a dream based on a silly rumor. She was so mad at him—so very mad—but secretly she hoped it was everything he could have dreamed of. He deserved some sort of happiness. She just wished that nobody had to suffer as a result.

Charlotte exhaled and her breath turned white in front of her face. She hadn't realized it was _that _cold out. She buried her hands in her pockets and proceeded to her hiding spot, a little bench buried in the outskirts of the forest that had yet to be touched by the Once-Ler. She sat down and dug a bag of animal feed out of her breast pocket. The sound of it being shaken attracted just a few animals; some barbaloots, swammie swans, and squirrels. She gingerly offered them food and they gobbled it all up. She smiled and kept giving them nourishment until the bag was empty and all had had their fill. Finally, when the animals realized there was nothing left for them and retreated back into the forest, she stood and started home. That's when she noticed the noise. It had been present for the entirety of her stay, but it seemed louder now, if only slightly. She turned back to the forest and followed it. It was quite some time before it got louder, but as it did the trees grew sparser and sparser until Charlotte could hardly take it. A tear slipped from her eye as she walked passed dozens of stumps, all clean cut at the same exact height for maximum efficiency. It grew colder with each step, almost warning her to turn back before she saw it. The device that had removed the trees from the land with such precision ran autonomously through the nearly barren field, chopping down trees with a speed that no human could ever possibly reach. It was disgusting. She collapsed in the grass, hardly able to sit up as she took in the destruction she had failed to prevent. The forest would never recover at this rate. He needed to be stopped. _He._ Charlotte's eyes darted to the only light she could see besides the machine and found another horror. The mansion wasn't just a rumor, and it was in plain sight without the rest of the truffula trees to hide it in the distance. Worse still, she saw where they had built it, and felt as though she could weep. Her grandmother's home would never be restored now.

Charlotte wailed at the damage her former lover had caused and laid her head on her knees to sob into them. How could she have turned a blind eye for so long? She could never repair this. She was unworthy of life on the same planet that housed nature's beautiful creatures. She was worse than he was.

SQUAWK!

Charlotte sniffled and looked apologetically toward the swammie swan that had made a home in the tree above her. It looked back with a fierce intensity before flying away to reveal newly hatched babies that twittled into the night. She sobbed again at the new beginning trying to start when all around it the end was near. They would never make it if she didn't do anything. But what could she do? She glanced at her watch and saw that Norma would expect her home for dinner soon. Having never broken her promise, and having no intentions of doing so, she gathered herself up and headed back.

Norma didn't bother looking at her when she came in. "I made pork chops and sweet peas. I wasn't sure if they were going to turn out, but I think. What?" she finally looked. Charlotte sucked in a breath and bit her lip, knowing that if she spoke she would break down again. "Charlie, what is the matter with you?" At the sound of the nickname the Once-Ler had assigned her, she let go.

"Oh Norma, it's awful!" she cried, falling into her arms. "I could have stopped him! I-I could have stayed and convinced him not to, I-" she sobbed.

"Oh hush now, I haven't the foggiest idea of what you're saying. I can't hear you when you mumble like that." It sounded harsh, but the hand stroking her back assured her that she hadn't meant any harm.

"The forest is gone. The Once-Ler, he cut most of it down. There isn't much time left before we don't have anything. The animals, they won't survive!" she explained. Norma nodded thoughtfully.

"Talk to him."

"What?"

"I said talk to him. The Once-Ler, I mean. Well you can't just sit here. If there's something that has to be done, do it. Talk to him."

"I don't think I can. When I left, I just. Well, I don't think I could even get in to talk to him if I tried. His family will surely be on the lookout for me." Norma grasped her hands.

"If you truly believe you can help, you can. Talk to him." There was a pause and they shared a look of agreement before the mood changed suddenly. "Goodness your hands are cold! Go take a bath, dinner isn't quite ready yet anyhow." Charlotte chuckled and abided, breaking off into the bathroom to find that there was already a fresh, warm bath drawn for her. She stripped herself of her clothing and submerged her body into the welcome heat. It was a little bit too hot, as the intention was that she would be there after she ate, but it was still nice. She drew in a large breath and lowered herself further until her entire head was underwater. Her face tingled at the heat, but it helped her focus. The Once-Ler needed to be stopped, and she needed to be the one to do it. She needed to think this through, rather than do something impulsive, as she was in the habit of doing already. She couldn't just walk in and say "Hey Once, I think you should probably stop making money and save the forest animals." She'd have to be more tactful. How… how could she? How could she possibly do this? Her head broke the water's surface and she gasped for air. No clarity had found her underwater. She couldn't. She simply couldn't do this. She knew it was already too late.


	17. Chapter 17

[A/N: Hey, look at me go. Oh, and in case you're wondering, now would be the time to play the__song in the background.]

The mansion was much taller up close than it looked from where Charlotte had seen it before. It looked alive, like it could mock her attempt at saving the forest. She looked behind her. There was no forest. This was not a rescue attempt; she had given up on that. In truth, she only hoped to know if the Once-Ler felt any remorse; if he missed her like she missed him. Too many nights had she laid awake, too lonely to shut her eyes. She knew she and the Once-Ler would never be together again like they had been before, but she needed to know. Her only fear was that she was too late to reach him, too.

The Once-Ler roamed the halls of the mansion, not a person in sight. The heel of his shoe clacked noisily against the wooden floors. He had never had shoes that did that. He had never had anything like the outfit he was wearing, either. There was something rather titillating about it, however. He loved the green trench coat and how it matched the gloves that were just a little big on him. His designer had expertly matched a tie and brought all of it together with black pinstriped pants and, his personal favourite touch, a black top hate with a green ribbon above the rim. He felt like a completely different person. He even felt his walk changing to mirror this new found confidence. His chest puffed out, his fists clenched tightly, and his strides longer all the way down the straight stretch of hallway to his office. Two hands purposefully swung open the double doors to his new office and closed him inside with the same force. That was the end of his charade. Once alone, his eyes connected with the young Charlotte framed openly on his desk. Everything he pretended to be for his mother's acceptance seemed to just melt away as he looked at her. This wasn't who she wanted him to be. His fists balled up and he slammed the picture down. She was making him feel guilty. Nothing he had done was that _bad_. The only reason he felt any guilt was because she couldn't just suck it up and let the forest critters take one for the team. She was ridiculous.

The Once-Ler tossed his hat onto his desk and leaned on it, looking for something to ease his conscience. His guitar usually helped, but he wasn't really sure if anyone could hear what he was doing. He figured it wasn't the best plan to start strumming a broken-hearted medley and pour out his woes, but he still picked it up. It felt heavier in his hands than usual. He strummed a few detached notes and walked out to the balcony. His axe-machine was working carefully through what was left of the forest. He thought about Charlotte's face when she learned of his plan and felt sick to his stomach. He grimaced and turned his back to the scene, strumming louder to try and drown out his worry. He didn't need to feel worry. He didn't do anything wrong. He didn't.

"SQUAWK!"

The Once-Ler wasn't the slightest bit surprised to see his winged companion. "I'm not bad," he told the bird. He just needed to hear it out loud. Still, it wasn't enough to convince him completely. "Do you think I'm bad?"

"SQUAWK!"

"Of course not," he began strumming again, finding a sort of rhythm in it, finding a new pattern in the notes. He laughed without humour. "I mean seriously, how bad could I possibly be?" He tossed his head back and laughed again, louder this time. He turned around to face his own wreckage—no, his own empire—and smiled for the first time since he was with his Charlie. "I'm just sayin', Birdie. How bad can _this _possibly be?"

"Once?" He dropped his guitar.

"Charlie?" his voice was steady, but his hands shook at his sides. He was suddenly embarrassed to be seen in such an outfit. He felt ridiculous and vulnerable, like she could read his thoughts.

"Once, please look at me," she begged. He wouldn't. She couldn't see how shaken her presence made him. Charlotte started to walk around his front and he gripped the railing on the balcony to keep her from getting there.

"What are you doing here?" there was venom in his words. He hadn't realized until now that he had started to resent her for leaving him for so long. She couldn't just show up now when he was finally getting over her.

"I came to talk," she explained. He felt the warmth of her hands rest on his back and struggled not to jerk away from her.

"About what?" her hands were so warm he could feel it spreading, even through his coat. He gripped the railing tighter to keep from falling apart.

"What have you done, Once?" His face twisted into a scowl and he whirled around to face her, pushing her backwards as he did so.

"What have I done? I've been living, Charlie. I've been building a life for what I once thought would be for both of us but I now see it never could be," his face fell if but for a moment, letting her see what she had done to him. He was hurt. "Where were you?" he crossed his arms over his chest and leaned in way too close to her face, waiting for an answer.

"I did what I needed to," she whispered.

"You left me." He advanced on her until she needed to start backing up.

"You broke your promise."

"You _left _me! Do you have any idea how that felt?"

Charlotte bumped into the railing and gripped it to avoid falling over. The Once-Ler steadied her, a brief falter in his angry façade. "Why are you _so _mad if you're _so _happy with your new selfish life, picking on the little guys?" she snapped.

"Because maybe I love you, Charlie!" he screamed. He ran his hands through his hair in frustration and turned his back on her, feeling a little guilty for having cornered her like that. "Maybe I just love you." There was a long pause. He felt his face heating up and he started for his bedroom.

"Once, I-"

"Get out of here," he said firmly. He didn't close the balcony doors behind him, as he knew she was too stubborn to listen.

"Don't walk away from me!" she exclaimed.

"You walked away from me," he replied coldly. He didn't slow down until they had reached his room.

"Once, we need to talk about this, but right now there's a problem bigger than us." The Once-Ler motioned for her to continue as he sat on the bed. "You've killed everything."

"I have not killed everything," he responded quickly."

"Look outside. Look around you. When was the last time you saw any life around here?" He wanted to tell her that he had just been talking to a swammie swan, but thought better of it and let her point hang in the air between them. "I came here to try and fix your mess. I realized on the way that there isn't a way anymore. Everything's gone, Once."

The Once-Ler stood up and crossed the floor to the window. Drawing the curtain back, he was astonished to find how right she was. The ax-machine was swinging at the last few trees on the outskirts of what used to be the lovely truffula valley. "Wait," he said aloud, "No, I can stop it! I can—I can—" Charlotte's warmth returned to his shoulders. She was so much calmer than he could have imagined when the next words slipped from her mouth.

"You can't. It's much too late for that."

They both watched in silence as the last truffula tree in the valley swayed unsteadily. The most distressing part of the whole situation for the Once-Ler was that there wasn't a sound when it finally toppled over.


End file.
